Common use of Default by Landlord Clause in Contracts

Default by Landlord. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible.

Default by Landlord. If Landlord shall from time not be considered to time fail be in default in the performance of any obligation to pay be performed by Landlord under this Lease unless (a) Landlord fails to perform any sum or sums due to Tenant of its obligations hereunder and if such said failure continues for a period of thirty (30) days after receipt the date of delivery of written notice from Tenant of such default, then such failure, subject failure by Tenant to the immediately succeeding sentence, Landlord (which notice shall be a “Landlord Payment Default”. Upon the occurrence and continuation delivered concurrently to any Holder of a Landlord Payment Defaultwhose identity Tenant has been notified in writing); provided, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlordhowever, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and that if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot reasonably be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence day period (other than Landlord’s payment of any monetary obligation to correct such failureTenant), and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed in default hereunder unless Landlord fails to commence the cure of said failure as soon as reasonably practicable under the circumstances, or fails diligently to pursue the same to completion; and (b) each Holder of whose identity Tenant has been notified in writing shall have occurredfailed to cure such default within the time periods provided above (provided that, in the case of any default of Landlord which cannot be cured within such thirty (30) day period, if Lender shall within such period proceed to cure the same [including such time as may be necessary to acquire possession of the Premises if possession is necessary to effect such cure] and thereafter shall prosecute the curing of such default, then the time within which such default may be cured by Holder shall be extended for such period as may be reasonably necessary to complete the curing of the same) (a “Landlord Default”). If a condition that would constitute In the event of a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the PremisesDefault, Tenant shall be permitted use reasonable efforts to take immediate curative action mitigate its damages and losses arising from any such Landlord shall reimburse Default and Tenant the costs thereof, plus interest may pursue any and all remedies available to it at the Default Rate (law or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same)in equity; provided, however, in no event shall Tenant claim a constructive or actual eviction or that the Premises have become unsuitable or untenantable prior to a Landlord Default and failure to cure by Landlord and its Holder under this Lease and, further, in no event shall notify Tenant be entitled to receive more than its actual direct damages arising from any Landlord Default, it being agreed that for all purposes under this Lease, Tenant waives any claim it otherwise may have for special or consequential damages or any damages attributable to lost profits or revenue or loss of the condition and or interruption to Tenant’s curative action as promptly as reasonably possiblebusiness operations.

Default by Landlord. If Landlord shall from time fails to time fail perform or observe any covenant, term, provision or condition of this Lease, and such default should continue beyond a period of ten (10) days as to pay any sum a monetary default or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant of (or such longer period as is reasonably necessary to remedy such non-monetary default, then provided Landlord shall continuously and diligently pursue such failureremedy at all times until such default is cured) as to a non-monetary default, subject after in each instance written notice thereof is given by Tenant to Landlord [and a copy of said notice is sent simultaneously therewith to any party (including without limitation a mortgagee) entitled to receive notice pursuant to Section 17.04 hereof (the immediately succeeding sentence“Notice Parties”)] then, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, in any such event Tenant shall have the right to (i) cure such default, and is hereby irrevocably authorized and directed to deduct such sum or Landlord shall reimburse Tenant for all reasonable sums from Fixed Rent and other sums due Landlord, together with interest thereon at expended in so curing said default (which reimbursement Tenant may effect through the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assignswithholding of Rent), plus two percent and/or (2%ii) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if commence such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under actions at law or in equityequity to which Tenant may be entitled (other than an action to terminate this Lease). Tenant shall be entitled to offset against Base Rent (provided that such offset shall be limited to twenty percent (20%) of any Base Rent installment), at Tenant’s option, or to perform such act or acts, in such manner as counterclaim for any amounts owed to Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord pursuant to Tenantthis Lease, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with plus interest thereon at the Default Rate until fully reimbursed by LandlordInterest Rate, to the extent that such amounts remain unpaid. Notwithstanding the foregoing, if such failureTenant may offset against all Base Rent and other Rent next coming due without limitation (and not just 20% thereof) (1) any portion of the Finish Allowance not paid by Landlord to Tenant when due in accordance with Exhibit “D-1”, despite commercially reasonable efforts (2) any portion of the Security Amount not paid by Landlord to cure itTenant when due in accordance with Section 7.01 (e), can(3) any portion of the sums owed to Tenant under Section 5.04 not paid when due, and/or (4) any amounts determined to be cured Landlord’s liability pursuant to Section 17.29 or in thirty any judgment entered by a court and to which execution has not been stayed (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises through appeal or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereofbond), plus interest on all such sums in (1), (2), (3) and (4) at the Default Rate (or if Landlord fails to reimburse Tenant, Interest Rate. Tenant shall have a right agrees that the cure of setoff for same); provided, Tenant shall notify Landlord any default by any of the condition and Tenant’s curative action as promptly as reasonably possibleNotice Parties shall be deemed a cure by Landlord under this Lease. The foregoing provisions shall not limit other remedies available to Tenant under this Lease or at law or in equity.

Default by Landlord. If Each of the following shall be a default by Landlord and a material breach of this Lease: (a) Landlord shall from time to time fail to pay make any sum or sums due payment owed by Landlord under this Lease, as and when due, and where such failure is not cured within five (5) business days following receipt of written notice by Landlord from Tenant; and (b) Landlord shall be in default in the performance of any obligation required to be performed by Landlord under this Lease, other than that described in subparagraph (a) above, if Landlord has failed to perform such obligation within thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord’s failure to perform; provided, however, that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, Landlord shall not be deemed in default if it shall commence such performance within thirty (30) days and thereafter diligently pursues the same to completion. Tenant shall have no rights as a result of any default by Landlord until ▇▇▇▇▇▇ gives thirty (30) days’ notice to any person who has a recorded interest pertaining to the Buildings, specifying the nature of the default. Such person shall then have the right to cure such default, and Landlord shall not be deemed in default if such failure continues for person cures such default within thirty (30) days after receipt of notice from Tenant of such the default, then or within such failure, subject longer period of time as may reasonably be necessary to cure the default. Notwithstanding anything to the immediately succeeding sentencecontrary in this Lease, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Landlord’s liability to Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums for damages resulting from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (▇▇▇’s breach of any provision or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required provisions of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed exceed the value of Landlord’s equity interest in the Buildings and its right to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleinsurance proceeds.

Default by Landlord. If Landlord shall will be in default under this Lease if Landlord fails to cure a breach of this Lease following 30 days’ notice from time Tenant. In the event of such Landlord default, Tenant, in addition to time fail pursuing any or all other remedies at law or in equity, will have the right to take commercially reasonable actions to cure Landlord’s default and, if Landlord fails to reimburse Tenant for the reasonable costs, fees and expenses (including reasonable attorneys’ fees) for such curative actions, or if Landlord fails to pay any sum other amount owed to Tenant under this Lease, in either case, within 30 days after demand therefor and accompanied by supporting evidence of the expenses incurred by Tenant where applicable, Tenant may (a) offset up to 50% of Base Rent each month (provided that such amounts may be accelerated in order for Tenant to recover the full amount prior to expiration of the Term); or sums (b) bring an action for damages against Landlord to recover such costs, fees and expenses, and reasonable attorneys’ fees incurred by Tenant in bringing such action for damages. Any liability of Landlord under this Lease is limited solely to its interest in the Building and the Land and to the rents and any proceeds therefrom (including insurance proceeds). In the event that (A) there is any material interruption of Tenant’s utility services or access to the Premises, (B) Landlord materially interferes with Tenant’s use of or access to the Premises, (C) Landlord’s breach of this Lease or its activities on the property materially interferes with Tenant’s use of the Premises or (D) there is any other material interruption in Tenant’s use of the Premises (each of the foregoing, a “Material Interference”), then beginning on the 6th Business Day after any such event, Rent will ▇▇▇▇▇ in proportion to the square footage of the Premises affected until the problem is corrected, provided that, if any such Material Interference continues for more than 180 days (which may be extended for Force Majeure up to 30 days), then Tenant may terminate this Lease on 30 days’ notice, provided that such termination will be null and void if the Material Interference is cured within such 30-day period. Notwithstanding the foregoing sentence, if the Material Interference is not due to Tenant and if such failure continues for thirty (30) days after receipt the actions, omissions, or negligence of notice from Tenant of such defaultany Landlord Party, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ will not ▇▇▇▇▇▇ Chase Bank ; provided that if any such Material Interference continues for more than 270 days (or its successors and assignswhich may be extended for Force Majeure up to 30 days), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by then Tenant may terminate this Lease on 30 days’ notice, provided that such termination will be null and void if the Material Interference is cured within such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible-day period.

Default by Landlord. If The failure of Landlord shall from time to time fail observe and perform ------------------- any provision of this Lease to pay any sum or sums due to Tenant be observed and if performed by Landlord, where such failure continues for thirty (30) days after receipt of notice from by Tenant to Landlord (provided, however, that if the cure of such defaultfailure requires, despite the use of diligent efforts, a period in excess of thirty (30) days, then such failure, subject to the immediately succeeding sentence, thirty (30) day period shall be extended for so long as Landlord pursues the cure thereof with reasonable diligence) shall constitute a “default under this Lease by Landlord. Provided that Tenant receives written notice of the name and address of any lender to Landlord Payment Default”. Upon that is the occurrence and continuation beneficiary of a Landlord Payment Defaultdeed of trust that encumbers the Premises, Tenant shall have the right hereby covenants to give such lender written notice of any failure by Landlord to observe and is hereby irrevocably authorized perform any provision of this Lease to be observed and directed to deduct such sum or sums from Fixed Rent and other sums due performed by Landlord, together with interest thereon at which notice shall be given simultaneously with, and in the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns)same manner as, plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required notice of Landlord by this Lease and if such failure continues for given by Tenant to Landlord. Furthermore, Tenant hereby covenants to accept the cure of such failure by such lender provided that such cure occurs within thirty (30) days after receipt of such notice from by such lender; provided further, however, that if such cure requires,despite the use of diligent efforts, a period in excess of thirty (30) days, then such thirty (30) day period shall be extended for so long as such lender pursues the cure thereof with reasonable diligence. Notwithstanding the foregoing, such lender shall in no case be obligated to cure any failure by Landlord. Upon the occurrence of a default by Landlord, Tenant may pursue any remedy provided under this Lease or by law, subject to any provisions of this Lease limiting Tenant's remedies (including, without limitation, the provisions of Section 15.1). Without limiting the remedies ------------- otherwise conferred upon Tenant, if Landlord fails to perform a repair which it is obligated to perform under this Lease and such failure continues for fifteen (15) days after notice by Tenant to Landlord (provided, however, that if the cure of such failure (such failurerequires, subject to despite the immediately succeeding sentenceuse of diligent efforts, a “period in excess of fifteen (15) days, then such fifteen (15) day period shall be extended for so long as Landlord Performance Default”pursues the cure thereof with reasonable diligence), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right (but not the obligation) to perform such repair on Landlord's behalf and is hereby irrevocably authorized and directed to deduct any reasonable amount which Tenant spends in performing such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed repair shall be repaid by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in Landlord within thirty (30) days and Landlord shall in good faith within said thirty (30) days commence after delivery to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of a copy of the condition and Tenant’s curative action as promptly as reasonably possibleinvoice for such repair together with proof of payment thereof.

Default by Landlord. If (a) Landlord shall from time not be deemed to time fail be in default in the performance of any obligation required to pay any sum or sums due be performed by it hereunder unless and until it has failed to Tenant and if perform such failure continues for obligations within thirty (30) days after receipt written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation, provided, however, that if the nature of notice from Tenant of Landlord’s obligation is such defaultthat more than thirty (30) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such failureperformance within such thirty (30) day period and thereafter diligently prosecute the same to completion. In no event shall Landlord be liable to Tenant for loss of profits, subject to business interruption, or consequential damages if Landlord performs its obligations within the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ periods specified in this paragraph. (b) ▇▇▇▇▇▇ Chase Bank agrees to give any mortgagee and/or trust deed holders, by registered mail, a copy of any Notice of Default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing (by way of Notice of Assignment of Rents and Leases, or its successors and assigns), plus two percent (2%otherwise) until fully reimbursed (of the “Default Rate”)address of such mortgagee and/or trust deed holder. If Tenant further agrees that if Landlord shall from have failed to cure such default within the time to time fail to perform any act or acts required of Landlord by provided for in this Lease and if such failure continues for Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days after receipt of notice from Tenant of within which to cure such failure (such failuredefault, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, default cannot be cured in within that time, then such additional time as may be necessary if within thirty (30) days mortgagee and/or trust deed holder has commenced and Landlord shall is diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure), in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default which event this Lease shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleterminated while remedies are being so diligently pursued.

Default by Landlord. If In the event of any alleged default on the part of Landlord hereunder, Tenant shall from time give written notice to time fail Landlord in the manner herein set forth and shall afford Landlord a reasonable opportunity to pay cure any sum or sums due such default (not to Tenant and if such failure continues for exceed thirty (30) days after receipt unless (a) in the case of notice from Tenant an emergency constituting a threat to human health, life or safety or an imminent loss of or damage to property in which case such defaultcure shall such be immediately instituted by Landlord, then such failureand diligently prosecuted to completion, subject to or (ii) in the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation case of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required default not susceptible of Landlord by this Lease and if such failure continues for cure within thirty (30) days after receipt of notice from Tenant of if such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the rightcure is diligently pursued, in addition which case Landlord shall have a reasonable time thereafter to complete such remedies as may cure provided that Landlord diligently pursues such cure). Notice to Landlord of any such alleged default shall be available under law ineffective unless notice is simultaneously delivered to any holder of a Mortgage and/or Trust Deed affecting all or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount any portion of the cost and expense so incurred shall immediately be owing by Landlord Building Complex ("Mortgagees") that has been identified as such in a writing delivered to Tenant, as hereafter provided. Tenant agrees to give all Mortgagees, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord, provided that prior to such notice Tenant has been notified, in writing by Landlord or by way of receipt of actual notice of an Assignment of Rents and Leases, or similar assignment, of the address of such Mortgagees. Tenant further agrees that if Landlord shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts failed to cure itsuch default within the time provided for in this Lease, cannot be cured then (other than in the case of an emergency constituting a threat to human health, life or safety or an imminent loss of or damage to property) the Mortgagees shall have an additional thirty (30) days and Landlord shall in good faith within said which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days commence days, any Mortgagee has commenced and is diligently pursuing the remedies necessary to correct cure such failuredefault (including, and diligently proceed therewith but not limited to, commencement of foreclosure proceedings, if necessary to completion of effect such correctioncure), then a Landlord Performance Default in which event this Lease shall not be deemed to have occurredterminated while such remedies are being so diligently pursued. If In no event will Landlord or any Mortgagee be responsible for any consequential damages incurred by Tenant as a condition that would constitute result of any default, including, but not limited to, lost profits or interruption of business as a result of any alleged default by Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblehereunder.

Default by Landlord. If (a) Landlord shall from time to time be in default hereunder if Landlord should fail to pay perform or observe any sum covenant, term, provision or sums due condition of this Lease and such default should continue beyond a period of twenty (20) days after written notice from Tenant as to Tenant and if such failure continues for a monetary default or thirty (30) days after receipt of written notice from Tenant for any other default (provided, however, that if such default cannot, by its nature, be cured within such period, Landlord shall not be deemed in default if Landlord shall within such period commence to cure such default and shall diligently prosecute the same to completion). Except to the extent Tenant has expressly waived Tenant’s rights under this Lease, in the event of an uncured default by Landlord, Tenant may, in addition to any other rights of Tenant which are expressly set forth in this Lease, exercise any and all remedies available to it at law or in equity. Any amounts due and payable to Tenant under the terms of this Lease which are not paid by Landlord within twenty (20) days of such defaultsums becoming due and payable shall accrue interest at the Interest Rate, then except interest on any portion of Landlord’s Contribution that Landlord wrongfully fails to fund shall bear interest at ten percent (10%) per annum, in either case, until paid by Landlord or offset by Tenant. (b) If (i) Tenant gives Landlord written notice that an Essential Service has been suspended or interrupted or otherwise not provided and such failurenotice expressly states that Tenant intends to exercise its self-help remedy in accordance with this Section, subject (ii) Landlord fails to commence to remedy such suspension within fifteen (15) days following receipt of such Tenant notice and to thereafter diligently pursue such remedy to completion, (iii) Tenant gives Landlord an additional written notice which notice states in bold print in 12 font or larger “SECOND AND FINAL REQUEST” at the immediately succeeding sentence, shall top of the first page and Landlord fails to commence to remedy such suspension within five (5) days following receipt of such second notice and to thereafter diligently pursue such remedy to completion and (iv) the curing of such Essential Service suspension does not require work to be a “Landlord Payment Default”. Upon performed (or otherwise affect any space) outside of the occurrence and continuation of a Landlord Payment DefaultPremises, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct remedy such sum suspended Essential Service; provided, however, if an emergency exists that threatens immediate harm to any persons or sums from Fixed Rent and other sums immediate material damage to any property due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equitysuspended Essential Service, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct remedy such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons suspended Essential Service immediately upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible.notifying

Default by Landlord. If Landlord fails or refuses to observe or perform any of the provisions, covenants or conditions of this Lease, Tenant shall from time give a thirty (30) day written notice to time fail Landlord of such default, specifying in the notice the default by Landlord. Tenant agrees that if the default specified in the notice can be cured by Landlord, but cannot with reasonable diligence be cured within the 30-day period, then the default shall be deemed to pay be cured if Landlord within the 30-day period shall have commenced and shall thereafter diligently prosecute to completion the curing of the default. Notwithstanding the foregoing, in the event of an emergency, Tenant shall only be obligated to give such notice as is reasonably practical under the circumstances. In the event Landlord fails to do so in a reasonably timely manner, Tenant may, but is under no obligation to perform such uncured obligations. In said event, Landlord shall reimburse Tenant for the reasonable costs of such performance within thirty (30) days of receipt of an invoice therefor. Tenant acknowledges that any sum one or sums due more of the services provided for in Paragraph 2 may be interrupted or suspended by reason of accident, repair, alterations or improvements necessary to be made, strikes, lockout, and, except as hereinafter provided, Landlord shall not be liable to Tenant therefor; provided however, that (a) Landlord shall use its best efforts to restore such services as soon as reasonably possible, (b) in the event such services is not restored within five (5) business days, through the fault of Landlord, to the extent that Tenant cannot reasonably use all or any part of the Premises, rent and if other charges shall abat▇ ▇▇ to such failure part effective on the sixth (6th) business day and continue abated until such service is restored, and (c) in the event such interruption continues for thirty (30) days after receipt calendar days, whether or not through the fault of notice from Tenant of such defaultLandlord, then such failureTenant shall have the right and option to cancel and terminate this Lease, subject upon ten (10) days written notice to the immediately succeeding sentenceLandlord, and thereafter shall be a “relieved of all further liability under this Lease, provided, however, that if the cause of the interruption or stoppage cannot be cured solely by the payment of money and that more than thirty (30) calendar days may be reasonably required for such cure, then Tenant shall not have the option to cancel and terminate this Lease if Landlord Payment Default”shall commence such cure within such thirty days (30) day period and shall thereafter diligently prosecute such cure to completion. Upon Item (c), notwithstanding, in the occurrence and continuation of a Landlord Payment Defaultevent such interruption continues for sixty (60) calendar days, Tenant shall have the right and is hereby irrevocably authorized option to cancel and directed to deduct such sum or sums from Fixed Rent and other sums due Landlordterminate this Lease, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank upon ten (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (3010) days after receipt written notice to Landlord. In the event, that a suspension of notice from Tenant of such failure (such failure, subject service is caused due to the immediately succeeding sentenceTenant's fault or neglect, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, items (b) and the full amount (c) of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty this subparagraph (30j) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleapply.

Default by Landlord. If In the event of any alleged default on the part of Landlord, Tenant shall give notice to Landlord shall from time and afford Landlord a reasonable opportunity (not to time fail exceed thirty (30) days) to pay any sum or sums due to Tenant and cure such default or, if such failure continues for default cannot be cured within that time, such additional time as may be necessary provided, within such 30-day period, Landlord commences and diligently pursues a cure. A copy of such notice shall be delivered in the manner required in this Lease to any holder of a mortgage and/or deed of trust affecting all or any portion of the Building Complex (collectively, "Mortgagee"), provided that prior to such notice --------- Tenant has been notified in the manner required in this Lease (by way of notice of Assignment of Rents and Leases or otherwise), of the name and address of the Mortgagee. Mortgagee shall have thirty (30) days after receipt of following notice from Tenant to cure any default by Landlord hereunder or, if such default cannot be cured within that time, such additional time as may be necessary provided, within such 30-day period, Mortgagee commences and diligently pursues a cure (including commencement of foreclosure proceedings if necessary to effect such cure). Tenant's sole remedy will be equitable relief or actual damages, and Landlord or any Mortgagee shall not be responsible for consequential damages or lost profits incurred by Tenant as a result of any default by Landlord. If a Mortgagee, or transferee under such Mortgage (hereafter defined), succeeds to Landlord's interest as a result of foreclosure or otherwise, such party shall not be: (i)liable for any default, then such failure, nor subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence any setoff or defenses that Tenant may have against Landlord; (ii) bound by any amendment (including an agreement for early termination) without its consent made at any time after notice to Tenant that such Mortgage requires such consent; and continuation (iii) bound by payment of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues in advance for more than thirty (30) days after receipt days. Tenant agrees to pay Rent (and will receive credit under this Lease) as directed in any Mortgagee's notice of notice from Landlord's default under the Mortgage reciting that Mortgagee is entitled to collect Rent. The liability of Landlord to Tenant for any default by Landlord under the terms of such failure (such failure, subject this Lease shall be limited to the immediately succeeding sentence, a “interest of Landlord Performance Default”), Tenant shall then have in the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to TenantBuilding, and Tenant shall have the right and is hereby irrevocably authorized and directed agrees to deduct look solely to such amount interest for recovery of any judgment from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and it being intended that Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises personally liable for any judgment or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibledeficiency.

Default by Landlord. If Except if a shorter time period is specifically otherwise provided in this Lease, including, without limitation, in SECTION 10.5 hereof, if (i) Landlord shall from time default in the observance or performance of any material obligation on Landlord's part to time fail to pay be observed or performed under or by virtue of any sum of the terms or sums due to provisions of this Lease, and (ii) Tenant shall notify Landlord of the existence of said default, and if such failure continues (iii) said default shall continue for a period of thirty (30) days after receipt of said notice from Tenant or, if such observance or performance cannot be reasonably had within such thirty (30) day period, Landlord has not in good faith commenced such observance or performance within said thirty (30) day period or does not prosecute the same with reasonable diligence to completion, and (iv) after the expiration of such defaultthirty (30) day or longer period, as applicable, Tenant may, in addition to other remedies provided herein, (a) give Landlord a notice stating that Tenant will commence the performance of such obligation if Landlord does not so commence the observance or performance of the same within three (3) days and Landlord does not so commence such observance or performance within such three (3) day period, then such failure, subject to Tenant may (but shall not be obligated) immediately or at any time thereafter and without further notice perform the immediately succeeding sentence, obligation of Landlord hereunder or (b) give Landlord notice that Tenant is terminating the Lease based on ▇▇▇▇▇▇▇▇'s material default which termination shall be a “effective upon no less than forty-five (45) days after receipt by Landlord Payment Default”of said notice. Upon If Tenant, in connection with any such default by Landlord, makes any expenditure or incurs any obligations for the occurrence and continuation payment of a Landlord Payment Defaultmoney, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum reasonable sums so paid or sums from Fixed Rent and other sums due Landlordincurred, together with interest thereon at the so-called prime rate charged Agreed Rate from time the date Tenant pays or incurs such sums to time the date Landlord reimburses Tenant therefor, shall be repaid by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for Tenant within thirty (30) days after receipt of notice from demand or Tenant of such failure (such failure, subject to may set off the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, thereof together with accrued interest thereon at the Default Agreed Rate against the installment or installments of Basic Rent, Additional Rent, or other amounts due from Tenant to Landlord coming due hereunder until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleamount is exhausted.

Default by Landlord. If Landlord shall from time fails to time fail perform or observe any covenant, term, provision or condition of this Lease, and such default should continue beyond a period of ten (10) days as to pay any sum a monetary default or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant of (or such longer period as is reasonably necessary to remedy such non-monetary default, then provided Landlord shall continuously and diligently pursue such failureremedy at all times until such default is cured) as to a non-monetary default, subject after in each instance written notice thereof is given by Tenant to Landlord [and a copy of said notice is sent simultaneously therewith to any party (including without limitation a mortgagee) entitled to receive notice pursuant to Section 17.04 hereof (the immediately succeeding sentence"Notice Parties")] then, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, in any such event Tenant shall have the right to (i) cure such default, and is hereby irrevocably authorized and directed to deduct such sum or Landlord shall reimburse Tenant for all reasonable sums from Fixed Rent and other sums due Landlord, together with interest thereon at expended in so curing said default (which reimbursement Tenant may effect through the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assignswithholding of Rent), plus two percent and/or (2%ii) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if commence such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under actions at law or in equityequity to which Tenant may be entitled (other than an action to terminate this Lease). Tenant shall be entitled to offset against Base Rent (provided that such offset shall be limited to twenty percent (20%) of any Base Rent installment), at Tenant’s option, or to perform such act or acts, in such manner as counterclaim for any amounts owed to Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord pursuant to Tenantthis Lease, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with plus interest thereon at the Default Rate until fully reimbursed by LandlordInterest Rate, to the extent that such amounts remain unpaid. Notwithstanding the foregoing, if such failureTenant may offset against all Base Rent and other Rent next coming due without limitation (and not just 20% thereof) (1) any portion of the Finish Allowance not paid by Landlord to Tenant when due in accordance with Exhibit "D-1", despite commercially reasonable efforts (2) any portion of the Security Amount not paid by Landlord to cure itTenant when due in accordance with Section 7.01 (e), can(3) any portion of the sums owed to Tenant under Section 5.04 not paid when due, and/or (4) any amounts determined to be cured Landlord's liability pursuant to Section 17.29 or in thirty any judgment entered by a court and to which execution has not been stayed (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises through appeal or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereofbond), plus interest on all such sums in (1), (2), (3) and (4) at the Default Rate (or if Landlord fails to reimburse Tenant, Interest Rate. Tenant shall have a right agrees that the cure of setoff for same); provided, Tenant shall notify Landlord any default by any of the condition and Tenant’s curative action as promptly as reasonably possibleNotice Parties shall be deemed a cure by Landlord under this Lease. The foregoing provisions shall not limit other remedies available to Tenant under this Lease or at law or in equity.

Default by Landlord. If (1) The occurrence of any one or more of the following events shall constitute a default by the Landlord and a breach of this Lease: (i) the Landlord fails to make a payment of any monetary obligation to the Tenant as and when the same shall become due and payable hereunder and such failure shall continue for more than ten (10) consecutive days after notice by the Tenant, or (ii) the Landlord fails to promptly and fully perform or observe any of the other provisions in this Lease to be performed or observed by the Landlord and the failure shall continue for more than twenty (20) consecutive days after notice by the Tenant specifying the nature of such failure, or if the failure so specified shall be of such a nature that the same cannot be reasonably cured or remedied within said twenty (20) day period, the Landlord shall from not have commenced to cure or remedy the failure in good faith within such twenty (20) day period and thereafter shall have diligently proceeded to cure or remedy it, (unless the act or omission of the Landlord or occurrence involves a hazardous or emergency condition which shall be cured by the Landlord forthwith upon the Tenant's demand), or (iii) at any time prior to time fail or during the Term, the Landlord makes an assignment for the benefit of creditors, or a receiver is appointed for any property of the Landlord, or any voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy Law shall be filed by or against the Landlord, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Landlord insolvent or unable to pay the Landlord's debts, and in the case of any sum involuntary petition or sums due proceeding, the petition or proceeding is not dismissed within thirty (30) consecutive days from the date it is filed. (2) If the Landlord defaults hereunder and at any time thereafter, (i) if the Term shall not have commenced, the Tenant may cancel and terminate this Lease effective three (3) days after notice to the Landlord, or (ii) if the Term shall have commenced, the Tenant may serve upon the Landlord a notice that this Lease and if such failure continues for the Term will terminate on a date to be specified therein, (which shall not be less than three (3) or more than thirty (30) days after receipt of the date the Tenant's notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assignsgiven), plus two percent (2%) until fully reimbursed (and upon the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord date so specified by the Tenant in its notice, this Lease and the then unexpired Term shall terminate and come to an end as fully and completely as if such failure continues the date specified in the Tenant's notice was the day herein definitely fixed for thirty (30) days after receipt the end of notice from Tenant of such failure (such failurethe Term, subject to and the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have quit and surrender the rightPremises to the Landlord, in addition to such remedies as but the Tenant may be available under law pursue any remedy at Law or in equityequity by reason of the Landlord's default; except that in no event shall the Landlord be liable to the Tenant or any other Person for any consequential, at Tenant’s option, to perform such act special or acts, in such manner as Tenant deems reasonably necessary, indirect damages and the full amount of Tenant hereby waives and releases the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleany claims therefor.

Default by Landlord. If (a) Landlord shall from time not be deemed to time fail be in default in the performance of any obligation required to pay any sum or sums due be performed by it hereunder unless and until it has failed to perform such obligations within twenty (20) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such that more than twenty (20) days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such twenty (20)-day period and thereafter diligently prosecute the same to completion. In no event shall Landlord be liable to Tenant and for loss of profits, business interruption, or consequential damages if Landlord performs its obligations within the time periods specified in this paragraph. (b) Tenant agrees to give any mortgagee and/or trust deed holders, by registered mail, a copy of any Notice of Default served upon the Landlord, provided that prior to such notice Tenant has been notified in writing of the address of such mortgagee and/or trust deed holder. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default, or if such failure continues for default cannot be cured within that time, then such additional time as may be necessary if within thirty (30) days mortgagee and/or trust deed holder has commenced and is diligently pursuing the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated while remedies are being so diligently pursued. (c) Notwithstanding any other provisions of this Lease to the contrary, but subject to the provisions of Section 29(a) and 29(b) above, upon receipt of written notice (the "FIRST DEFAULT NOTICE") from Tenant that Landlord has failed to perform any of its obligations as expressly set forth in this Lease (collectively, "LANDLORD OBLIGATIONS"), Landlord shall perform such obligation within a reasonable period of time given the circumstances but in no event later than thirty (30) days after receipt of notice from Tenant it receives the First Default Notice; provided, however, that if the completion of such defaultobligation is of such a nature that it cannot be completed within thirty (30) days, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from longer time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”)as reasonably necessary. If Landlord shall from fails to complete such obligation within the said time period, Tenant may give an additional notice (the "SECOND DEFAULT NOTICE") to time fail Landlord. If Landlord fails to perform any act or acts required commence to complete such obligation within five (5) days after receipt of the Second Default Notice and thereafter diligently pursues the completion of such obligation, Tenant may complete such obligation. All obligations of Landlord performed by Tenant pursuant to this Lease Section shall be made by a qualified licensed contractor(s) and/or qualified persons with sufficient expertise in such matters and in accordance with all applicable laws, statutes and ordinances. Landlord shall reimburse Tenant for Tenant's actual costs incurred within ten (10) days after Landlord's receipt of a written demand from Tenant, which demand shall include supporting invoices. If Landlord disputes the need for the completion of such obligation, Landlord shall deliver written notice of such disagreement to Tenant within ten (10) days after its receipt of the First Default Notice. The dispute shall be resolved by a mutually acceptable third party, which determination shall be binding upon Landlord and Tenant; provided, however, that if the parties cannot agree on such failure continues third party, then the dispute shall be resolved by arbitration pursuant to the commercial arbitration rules then in effect for the American Arbitration Association ("ARBITRATION"). The losing party shall pay the costs of the third party or arbitrator, whichever is applicable. If Landlord is obligated to reimburse Tenant for the actual cost and fails to do so as provided in this subsection, such amount shall accrue interest at the rate of fifteen percent (15.00%) per annum until paid in full. If such amounts owing from Landlord to Tenant are not paid within thirty (30) days after receipt of notice from Tenant following the due date of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”)payment, Tenant shall then have abatement rights as set forth in Section 29(f) of this Lease. (d) Landlord acknowledges that certain of the rightLandlord Obligations may have to be made on an expedited basis due to a material disruption of Tenant's business operations caused by such condition, which condition shall be referred to as an "EMERGENCY CONDITION." In this regard, in addition the event an Emergency Condition relating to a Landlord Obligation exists, Tenant shall deliver to Landlord, by facsimile, a written notice ("EMERGENCY NOTICE") describing such remedies as may Emergency Condition. In the event that Landlord fails to commence repair of the Emergency Condition within forty-eight (48) hours (if such situation occurs during non-business hours, Tenant shall utilize Landlord's paging system, the procedure for which shall be available under law or in equityprovided to Tenant prior to the Commencement Date), at Tenant’s option, using license contractors and/or persons which are qualified to perform such act or actstasks in compliance with applicable laws, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right to perform the Landlord Obligation; provided, however, such repairs shall be limited to the temporary remediation of such Emergency Condition and Landlord shall thereafter be responsible for the full repair of such condition. Landlord shall reimburse Tenant's actual expenses incurred in making such temporary remediation repairs within fifteen (15) days following Landlord's receipt of written demand and supporting invoices. If such repayment is hereby irrevocably authorized and directed to deduct not made within such fifteen (15) day period, such amount from Fixed Rent and other sums due Landlord, together with shall accrue interest thereon at the Default Rate rate of fifteen percent (15.00%) per annum until fully reimbursed by Landlordpaid in full. Notwithstanding the foregoing, if If such failure, despite commercially reasonable efforts amounts owing from Landlord to cure it, canTenant are not be cured in paid within thirty (30) days and following the due date of such payment, Tenant shall have abatement rights as set forth in Section 29(f) of this Lease. (f) In the event that Landlord shall in good faith has not reimbursed amounts owing to Tenant pursuant to Sections 11(d), 11(e), 29(c) and/or 29(d) of this Lease within said thirty (30) days commence to correct following the due date for such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premisespayment, Tenant shall be permitted entitled to take immediate curative action offset such amount due and Landlord owing from the next payment of Base Rent due and payable under this Lease. Such offset right shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblecontinue until all amounts owing are paid in full.

Default by Landlord. If Landlord shall from time be in default under this Lease if Landlord fails to time fail to pay perform any sum or sums due to Tenant of its obligations hereunder and if such failure continues for a period of thirty (30) days after receipt of Tenant delivers written notice from Tenant of such default, then such failure, subject failure to Landlord and to the immediately succeeding sentenceholder(s) of any indebtedness or other obligations secured by any mortgage or deed of trust affecting the Premises, the name and address of which have been provided to Tenant in writing, provided that if such failure cannot reasonably be cured within such thirty (30) day period, Landlord shall not be in default hereunder as long as Landlord or such holder(s) commences the remedying of such failure within such thirty-day period and diligently prosecutes the same to completion, during which time Landlord and such holder(s), or either of them, or their agents or employees, shall be a “entitled to enter upon the Premises and do whatever may be necessary to remedy such failure. In no event shall Landlord Payment Default”. Upon the occurrence and continuation be liable to Tenant for consequential, special or punitive damages by reason of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed failure to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank perform (or its successors and assigns), plus two percent (2%a default) until fully reimbursed (the “Default Rate”)by Landlord under this Lease. If Landlord shall from time default beyond applicable grace and notice periods in the performance of any term, covenant, condition or agreement on Landlord's part to time fail be performed hereunder and such default materially adversely affects the condition of the Premises or the ability of Tenant to perform its business therein, then, provided such performance does not affect the Building structure, the Building systems or any act or acts required other tenant of the Building, Tenant may perform the same for the account and at the sole cost and expense of Landlord, on twenty-four (24) hours' prior notice to Landlord if an emergency exists, or, if no (a) Landlord fails to pay to Tenant any amounts expended by this Lease Tenant to cure Landlord's default (as provided in the previous sentence), (b) Tenant obtains a final non-appealable judgment against Landlord in a court of law relating to such default and if (c) such failure continues for final judgment is not satisfied within thirty (30) days after receipt of notice from Tenant the rendering of such failure (judgment or otherwise in accordance with the terms, then Tenant may offset the amount of such failure, subject to final judgment against the immediately succeeding sentence, a “Landlord Performance Default”)Base Rental due hereunder. In the event of an emergency, Tenant shall then have give Landlord prompt notice of any action taken by Tenant pursuant to this Section and shall incur only such costs and expenses as are necessary to meet the right, in addition emergency; no additional costs or expenses shall be incurred which are not necessary to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and meet the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and emergency until Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in given Landlord thirty (30) days days' prior written notice of default and Landlord shall in good faith within said thirty Lender sixty (3060) days commence to correct such failuredays' prior written notice of default, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleherein above provided in this Section.

Default by Landlord. If Landlord shall from not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event shall a reasonable time to time fail to pay any sum or sums due to Tenant and if such failure continues for be earlier than thirty (30) days after receipt written notice by Tenant to Landlord (and to the holder of notice from any first mortgage or deed of trust covering the Leased Premises whose name and address shall have theretofore been furnished to Tenant in writing) specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s obligation is such defaultthat more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord or the holder of any such failure, subject mortgage or deed of trust commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Tenant further agrees not to invoke any of its remedies under this Lease until such thirty (30) days have elapsed. Tenant’s remedies for Landlord’s default hereunder shall be limited to damages and/or an injunction to the immediately succeeding sentenceextent suitable, shall be a “Landlord Payment Default”. Upon and the occurrence and continuation of a Landlord Payment Default, parties agree that Tenant shall not have the right and to terminate this Lease except in such cases where termination is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”)Tenant’s only suitable remedy. If Landlord shall from time to time fail to make a repair Landlord is required to perform any act or acts required of under this Lease, and Landlord by this Lease and if shall not commence such failure continues for repair within thirty (30) days after receipt Tenant gives written notice of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse diligently pursue such repair once commenced, then Tenant may perform such repair for the account of and at the expense of Landlord and render a ▇▇▇▇ to Landlord for such reasonable expense. If Landlord fails to pay the ▇▇▇▇ within ten (10) days after it is rendered, Tenant may bring suitable legal action to require Landlord to pay the ▇▇▇▇. If the final judgment of the action determines that Landlord was obligated to make the repair and that Tenant, Tenant in making the repair, incurred a reasonable expense, then Tenant, in addition to its normal remedies, shall have a right be entitled to deduct such expenses from payments of setoff rent and other charges due or to become due in the future under this Lease. The amount which may be deducted shall include interest on the judgment at the statutory interest rate for same); provided, Tenant shall notify Landlord judgments from the date of the condition and Tenant’s curative action as promptly as reasonably possiblecure to the date of payment.

Default by Landlord. (a) In the event Landlord shall default in the payment, when due, of any monetary obligations to be paid by Landlord hereunder (including any interest or Tenant Improvement Allowance [as defined in Exhibit F] due hereunder), and Landlord has acknowledged the existence of its obligation to make the payment and the actual amount due, and Landlord fails to cure said default within fifteen (15) days after written notice thereof from Tenant, or if Tenant has obtained a final, nonappealable judgment against Landlord for a liquidated sum and Landlord fails to pay such amount within fifteen (15) days after written notice thereof from Tenant, Tenant shall be entitled to offset the amount owed by Landlord (including any interest due hereunder) against rent next accruing hereunder. If Landlord shall from time default in performing any of the covenants, terms or provisions of this Lease (other than the payment, when due, of any of Landlord's monetary obligations hereunder to time fail which the preceding sentence applies), and fails to pay any sum or sums due to Tenant and if cure such failure continues for thirty default within fifteen (3015) days after receipt of written notice thereof from Tenant (or such longer period as may be reasonably necessary to cure such default if such default is not reasonably susceptible to being cured within such fifteen (15) day period and Landlord commences its efforts promptly to cure the same and thereafter diligently, continuously and in good faith pursues the curing of the same to completion as soon as possible and in any event within forty-five (45) days), then, and in any of said events, Tenant shall be entitled to exercise any other right or remedy available to Tenant under law or equity, except for self-help or set-off. The remedies set forth above are in addition to and cumulative with Tenant's rental abatement rights set forth elsewhere in the Lease. Such rental abatement rights are independent of any rights or remedies set forth above. (b) No waiver of any provision of this Lease shall be implied by any failure of Tenant to enforce any remedy on account of the violation of such defaultprovision, then even if such failureviolation shall continue or be repeated subsequently, subject any waiver by Tenant of any provision of this Lease may only be in writing, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. (c) In addition to and not in lieu of any cure rights given to Landlord herein in the immediately succeeding sentenceevent that Landlord defaults under this Lease, shall be a “Landlord Payment Default”. Upon each and every mortgagee and ground lessor having an interest in the occurrence and continuation of a Landlord Payment Default, Tenant Property shall have the right and is hereby irrevocably authorized and directed (but not the obligation) to deduct cure any such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at defaults on the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required part of Landlord by this Lease hereunder in accordance with and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentenceterms of any separate subordination, a “Landlord Performance Default”), nondisturbance and attornment between it and Tenant shall then have the rightor, in addition the absence of such a separate agreement, the following terms and conditions: (i) The rights granted hereunder to a mortgagee or a ground lessor shall be given to any mortgagee or ground lessor of which Tenant has written notice prior to the occurrence of such remedies as may be available under law default in accordance with the notice provisions specified herein. Such notice shall specify the name and address for such notice purposes of the mortgagee or ground lessor in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessaryquestion, and the full amount instrument or document from which the interest of the cost and expense so incurred mortgagee or ground lessor derives. (ii) Tenant shall immediately be owing by deliver to all such mortgagee or ground lessors a copy of any notice of default or demand to perform on the part of Landlord hereunder at the time such notice or demand is delivered to TenantLandlord, and Tenant no such notice shall be effective as to the mortgagee or ground lessor unless and until it has been so delivered to such mortgagee or ground lessor; (iii) The mortgagee or ground lessor in question shall have the right and is hereby irrevocably authorized and directed same amount of time from the date of default that Landlord has (without duplication) to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at cure any default on the Default Rate until fully reimbursed by Landlord. Notwithstanding party of Landlord under this Lease; and (iv) Tenant shall accept a cure of the foregoing, mortgagee or the ground lessor in question within any applicable cure period as if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion were the cure of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleLandlord.

Default by Landlord. If In the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of this Lease on Landlord's part to be kept or performed, Tenant, prior to exercising any other right or remedy Tenant may have against Landlord on account of any such default, shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for provide thirty (30) days after receipt of written notice from Tenant to Landlord of such default, then such failure, subject specifying in reasonable detail the alleged nature of the default and specifically referencing each paragraph and subparagraph which Tenant believes to the immediately succeeding sentence, shall be a “Landlord Payment Default”in default. Upon the occurrence and continuation of a Landlord Payment DefaultNotwithstanding any other provision hereof, Tenant shall have the right and agrees that if said default is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to a nature that the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may same can be available under law rectified or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing cured by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, but cannot with reasonable diligence be rectified or cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence day period, then such default shall be deemed to correct be rectified or cured if Landlord within said thirty (30) day period shall have diligently commenced the rectification or curing thereof and shall diligently continue thereafter to cause such rectification or curing to proceed to completion. In addition, upon any such failure by Landlord, Tenant shall give notice by registered or certified mail to any person or entity with a security interest in the Premises ("Mortgagee") that has provided Tenant with notice of its interest in the Premises, and shall provide Mortgagee a reasonable opportunity to cure such failure, and diligently proceed therewith including such time to completion obtain possession of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises by power of sale or persons upon judicial foreclosure, if such should prove necessary to effectuate a cure. Tenant agrees that each of the Mortgagees to whom this Lease has been assigned is an expressed third-party beneficiary hereof. Tenant waives any right under California Civil Code Section 1950.7 or any other present or future law to the collection of any payment or deposit from Mortgagee or any purchaser at a foreclosure sale of Mortgagee's interest unless Mortgagee or such purchaser shall have actually received and not refunded the applicable payment or deposit. In consideration of the benefits accruing hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord: (a) the sole and exclusive remedy against Landlord shall be satisfied only out of the current rents and revenues of the Premises, Tenant net of all current operating expenses, liabilities, reserves and debt service and that no real or personal property of Landlord, its partners or agents shall be permitted subject to take immediate curative action and levy on any judgment obtained against Landlord; (b) no partner of Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate be sued or named as a party in any suit or action (or if Landlord fails except as may be necessary to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord secure jurisdiction of the condition partnership); (c) no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership); (d) no partner of Landlord shall be required to answer or otherwise plead to any service of process; (e) no judgment will be taken against any partner of Landlord; (f) any judgment taken against any partner of Landlord may be vacated and Tenant’s curative action as promptly as reasonably possibleset aside at any time without hearing; (g) no writ of execution will ever be levied against the assets of any partner of Landlord; (h) these covenants and agreements are enforceable both by Landlord and also by any partner of Landlord.

Default by Landlord. If In the event Landlord shall from time to time neglect or fail to pay perform or observe any sum of the covenants, provisions or sums due conditions contained in this Lease on its part to be performed or observed within 60 days after written notice of default (or if more than 60 days shall be required because of the nature of the default, if Landlord shall fail to proceed diligently to cure such default after written notice thereof), then in that event Landlord shall be liable to Tenant for any and if all actual damages as contrasted to consequential damages sustained by Tenant as a result of Landlord's breach. If the Properties or any part thereof are at any time subject to a fee mortgage and this Lease or the rentals due from Tenant hereunder are assigned to the fee mortgagee, trustee or beneficiary (the "Assignee") and Tenant is given written notice hereof, including the post office address of such failure continues for thirty (30) Assignee, then Tenant shall give written notice to such Assignee in the manner required by Section 21.10 hereof, specifying the default in reasonable detail. Assignee shall have a period of 60 days after receipt of written notice from Tenant of Landlord's default within which to cure the same; provided, however, if the nature of such defaultdefault requires more than 60 days to cure the same, then Assignee shall have such failure, subject additional time as may be reasonably necessary to make performance on behalf of Landlord so long as Assignee is proceeding with due diligence to cure the default prior to the immediately succeeding sentenceexpiration of such 60 day period and thereafter diligently pursues the cure to completion. Assignee shall not have any liability whatsoever to Tenant for any such default; provided, however, if and when the said Assignee has made performance on behalf of Landlord, such default shall be a “deemed cured. If, after such notice to Landlord Payment Default”. Upon the occurrence and continuation of a Assignee, if any, Landlord Payment Defaultor Assignee shall fail to cure such default as provided herein, Tenant shall have the right to cure any such default at Landlord's (but not Assignee's) expense, including in such expenditure all reasonable costs and is hereby irrevocably authorized attorney's fees incurred to cure such default or breach of the terms and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required provisions of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant for the full amount of such costs thereof, plus within ten days after the receipt by Landlord of an invoice therefor. All sums not paid to Tenant by the expiration of the aforesaid ten day period shall bear interest at the Default Late Payment Rate (or if Landlord fails to reimburse Tenant, from the due date thereof until paid in full. Tenant shall have no right to terminate this Lease as a right result of setoff for same); providedany default by Landlord hereunder or to offset against any rent payable hereunder the amount of costs incurred by Tenant in curing a default by Landlord. In no event shall any rent be abated whatsoever during, Tenant shall notify or as a result of, any default by Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblehereunder.

Default by Landlord. If In the event Landlord fails or refuses to perform any of the provisions, covenants or conditions of this Lease on Landlord’s part to be kept or performed, then Tenant, prior to exercising any right or remedy Tenant may have against Landlord on account of such default, shall give written notice to Landlord and any Facility Mortgagee(s) of such default, specifying in said notice the default with which Landlord is charged, and Landlord shall from time to time fail to pay any sum or sums due to Tenant and not be deemed in default if such failure continues for the same is cured within thirty (30) calendar days after of receipt of said notice; provided, however, that if the default complained of in the notice from Tenant is of such default, then such failure, subject to a nature that the immediately succeeding sentence, shall same can be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum rectified or sums from Fixed Rent and other sums due cured by Landlord, together but cannot with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (reasonable diligence be rectified or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing cured by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days calendar-day period, then such default shall be deemed to be rectified or cured if Landlord within a thirty (30) calendar-day period shall commence the rectification and curing thereof and shall continue thereafter with all due diligence to correct cause such failurerectification and curing to proceed. Notwithstanding the foregoing to the contrary, with respect to a default by Landlord in funding a draw on the Working Capital Line, or other default involving the payment by or delivery by Landlord of funds, then the applicable cure period shall be ten (10) Business Days. Upon the occurrence of a default hereunder by Landlord, and diligently proceed therewith subject to completion applicable rights of such correctionnotice and cure as provided in this Section 14.6, then a Landlord Performance Default Tenant may exercise any and all rights or remedies available to it at law or in equity (including, without limitation, the right to terminate this Lease). The provisions of this Section 13.6 shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat amend, limit or vitiate the provisions of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleSection 11.4.

Default by Landlord. If Landlord shall from time not be in default hereunder unless Landlord fails to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty perform the obligations required of Landlord within a reasonable time, but in no event later than forty-five (3045) days after receipt written notice by Tenant to Landlord and to the holder of notice from Tenant any first mortgage or deed of trust covering the Premises, or the lessor of any underlying or ground lease affecting the Project, in writing specifying wherein Landlord has failed to perform such defaultobligation, OR IF LANDLORD FAILS TO MAINTAIN THE INSURANCE REQUIRED UNDER PARAGRAPH 16 HEREOF; provided, however, that if the nature of Landlord's obligation is such that more than forty-five (45) days is required for performance, then Landlord shall not be in default if Landlord commences performance within such failure, subject forty-five (45) day period and thereafter diligently prosecutes the same to the immediately succeeding sentence, completion. In no event shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by terminate this Lease and if such failure continues for thirty (30) days after receipt as a result of notice from Tenant of such failure (such failure, subject Landlord's default; Tenant's remedies shall be limited to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be any other remedy available under at law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant Nothing herein contained shall be permitted interpreted to take immediate curative action and Landlord shall reimburse mean that Tenant the costs thereofis excused from paying rent due hereunder as a result of any default by landlord. IN THE EVENT OF DAMAGE TO THE PORTIONS OF THE PREMISES WHICH LANDLORD IS OBLIGATED TO REPAIR AND MAINTAIN UNDER THIS LEASE AND WHICH AFFECT THE PREMISES TO SUCH AN EXTENT (A) AS TO CAUSE AN IMMINENT THREAT OF INJURY TO PERSONS OR DAMAGE TO PERSONAL PROPERTY WITHIN THE PREMISES, plus interest at the Default Rate OR (or if Landlord fails to reimburse TenantB) AS TO PREVENT TENANT'S OCCUPANCY OR USE OF ALL OR ANY MATERIAL PORTION OF THE PREMISES FOR ITS EXISTING PERMITTED USES, Tenant shall have a right of setoff for same); providedIF LANDLORD FAILS TO RESPOND WITHIN SEVENTY-TOW (72) HOURS AFTER NOTICE FROM TENANT THEN TENANT SHALL HAVE THE RIGHT (SO LONG AS TENANT IS NOT IN DEFAULT UNDER THIS LEASE) TO UNDERTAKE REPAIRS, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleTO THE EXTENT NECESSARY ONLY TO SECURE THE PREMISES FROM THE IMMINENT THREAT OF INJURY TO PERSONS OR DAMAGE TO PERSONAL PROPERTY OR TO ALLOW TENANT TO OPERATE ITS BUSINESS FORM THE PREMISES. THE COST OF SUCH REPAIRS SHALL BE BORNE BY TENANT, BUT SHALL BE SUBJECT TO REIMBURSEMENT FROM LANDLORD THROUGH WRITTEN REQUEST FOR PAYMENT ACCOMPANIED BY COPIES OF ITEMIZED, PAID INVOICES AND LIEN RELEASE WAIVERS EXECUTED BY ALL CONTRACTORS WHO PROVIDED SUCH REPAIR SERVICES, AND LANDLORD SHALL HAVE FORTY-FIVE (45) DAYS FROM RECEIPT OF SUCH REQUEST AND ALL SUPPORTING DOCUMENTATION TO PAY SUCH COSTS TO TENANT.

Default by Landlord. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible.

Default by Landlord. If Except where the provisions of this Lease grant Tenant an express, exclusive remedy, or expressly deny Tenant a remedy, if: (i) Landlord shall from time to time fail fails to pay any sum amount payable by Landlord hereunder on or sums before the date such payment is due and such failure to pay continues and remains unremedied for a period of ten (10) days after written notice thereof given by Tenant to Landlord; or (ii) Landlord fails to perform or observe any covenant, term, provision or condition of this Lease, and if such failure continues for a period of thirty (30) days after receipt written notice thereof given by Tenant to Landlord; provided, however, if the nature of notice from Tenant the default is such that it cannot be cured with the exercise of Landlord's reasonable and good faith efforts within such thirty (30) day period, Landlord shall have such additional time as is reasonably necessary to cure such default, then provided Landlord commences such failurecurative action within such thirty (30) day period and diligently and continuously proceeds with such curative action using Landlord's reasonable and good faith efforts; then, subject Tenant may deliver a second notice to Landlord, and if such default shall continue uncured by Landlord and/or its mortgagee for an additional thirty (30) days after the immediately succeeding sentence, shall be a “Landlord Payment delivery of such second notice (such event thereby becoming an "Event of Default”. Upon the occurrence and continuation of a Landlord Payment Default" by Landlord), Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum exercise one or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount more of the cost following options (but not (A) and expense so incurred shall immediately be owing by Landlord to Tenant, and (B) simultaneously): (A) Tenant shall have may cure the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured default in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and which event Landlord shall reimburse Tenant (which reimbursement may be effected through the costs thereofwithholding of or offsetting of such amounts against up to fifty percent (50%) of the Base Rent due hereunder) for all reasonable sums expended in so curing said default, plus interest at (B) if the Event of Default Rate by Landlord causes more than fifty percent (or if Landlord fails 50%) of the Premises to reimburse be Untenantable for a continuous period in excess of one (1) year from the date of Tenant's initial notice of default, Tenant may terminate this Lease at any time prior to the date such Event of Default has been cured by Landlord, and (C) Tenant may pursue all other remedies at law or in equity to which Tenant may be entitled. No notice to Landlord under this Section 8.8 shall have be effective until a right copy thereof is delivered to each Landlord mortgagee for which Tenant has received a notice address in writing from Landlord or its mortgagee. The rights of setoff Tenant pursuant to this Section 8.8 shall be subject to the express provisions of this Lease providing for same); providedremedies different from, or in exclusion of, the remedies above-described. Without limiting the immediately preceding sentence, the provisions of this Section 8.8 shall not apply to a default of Landlord under, or the failure of Landlord to provide the services described in, Section 4.1 of this Lease. Tenant may not terminate this Lease because of Landlord's default unless specifically permitted pursuant to this Section 8.8 or unless otherwise specifically provided in this Lease. Tenant specifically agrees that the cure of any default by any Landlord mortgagee shall notify be deemed a cure by Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleunder this Lease.

Default by Landlord. If Landlord shall from time not be in default hereunder unless Landlord fails to time fail to pay any sum or sums due to Tenant and if such failure continues for perform the obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after receipt notice by Tenant to Landlord and to the holder of notice from any first mortgage or deed of trust covering the Premises whose name and address have been furnished in writing to Tenant ("NOTICED Lender"), specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such defaultthat more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such failurethirty (30) day period and thereafter diligently prosecutes the same to completion (the "CURE PERIOD"). In addition, subject the Noticed Lender shall be entitled to such additional period of time to cure any such default as is set forth in Section 33 hereof. Notwithstanding anything in this Lease to the immediately succeeding sentencecontrary, shall be if access to the Premises is unavailable as 64 a “result of any blockage occurring in the Common Areas that is caused by Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Defaultor its agents, Tenant shall have the right to give Landlord and is hereby irrevocably authorized and directed to deduct any Noticed Lender notice of such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank events (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”an "ABATEMENT NOTICE"). If Landlord shall from the blockage in the Common Areas which denies access to the Premises has not been repaired within the Cure Period or such additional period of time for the Noticed Lender to time fail cure any such default as is set forth in Section 33 hereof (not to perform any act or acts required of Landlord by this Lease and if such failure continues for exceed thirty (30) days after receipt the Cure Period), Tenant's obligations to pay Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses) shall be abated for the period after the Abatement Notice until the cure of the condition giving rise to such notice from Tenant for the entire amount of Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses), provided (i) the condition giving rise to such failure (such failure, subject abatement right is a denial of access to the immediately succeeding sentencePremises due to a blockage of the Common Areas that is caused by Landlord or its agents and (ii) Tenant is actually unable to and actually does not use any of the Premises for the conduct of its business. In the event that for a period of ninety (90) consecutive days following the Abatement Notice, a “Landlord Performance Default”), Tenant shall then have the right, in addition condition giving rise to such remedies as may be available under law or in equitynotice has not been cured and Tenant has not conducted its business from the Premises during such ninety (90) day period, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right to deliver an additional notice (a "TERMINATION NOTICE") to Landlord and is hereby irrevocably authorized the Noticed Lender specifying that such item has not been cured within such period and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cancondition is not be then cured in within thirty (30) business days after the Termination Notice, Tenant may terminate this Lease by giving notice thereof to Landlord and Landlord shall the Noticed Lender prior to the date upon which such condition is cured. The foregoing rights and remedies are in good faith within said thirty (30) days commence addition to correct such failure, all other rights and diligently proceed therewith remedies available to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurredTenant at law or in equity. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the PremisesExcept as provided in this Article 49, Tenant shall not have the right to terminate this Lease as a result of Landlord's default hereunder. Landlord's liability hereunder in the event of a default shall be permitted limited as set forth in Article 43 hereof. Notwithstanding anything to take immediate curative action the contrary contained herein, if the blockage occurring in the Common Areas is the result of a fire or other casualty or a taking in eminent domain, then this Article 49 shall be inapplicable and Landlord Articles 21 and 22 hereof shall reimburse Tenant govern the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord rights of the condition and Tenant’s curative action as promptly as reasonably possibleparties.

Default by Landlord. If Landlord shall from time not be in default hereunder unless Landlord fails to time fail to pay any sum or sums due to Tenant and if such failure continues for perform the obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after receipt notice by Tenant to Landlord and to the holder of notice from any first mortgage or deed of trust covering the Premises whose name and address have been furnished in writing to Tenant ("NOTICED Lender"), specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such defaultthat more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such failurethirty (30) day period and thereafter diligently prosecutes the same to completion (the "CURE PERIOD"). In addition, subject the Noticed Lender shall be entitled to such additional period of time to cure any such default as is set forth in Section 33 hereof. Notwithstanding anything in this Lease to the immediately succeeding sentencecontrary, shall be if access to the Premises is unavailable as a “result of any blockage occurring in the Common Areas that is caused by Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Defaultor its agents, Tenant shall have the right to give Landlord and is hereby irrevocably authorized and directed to deduct any Noticed Lender notice of such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank events (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”an "ABATEMENT NOTICE"). If Landlord shall from the blockage in the Common Areas which denies access to the Premises has not been repaired within the Cure Period or such additional period of time for the Noticed Lender to time fail cure any such default as is set forth in Section 33 hereof (not to perform any act or acts required of Landlord by this Lease and if such failure continues for exceed thirty (30) days after receipt the Cure Period), Tenant's obligations to pay Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses) shall be abated for the period after the Abatement Notice until the cure of the condition giving rise to such notice from Tenant for the entire amount of Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses), provided (i) the condition giving rise to such failure (such failure, subject abatement right is a denial of access to the immediately succeeding sentencePremises due to a blockage of the Common Areas that is caused by Landlord or its agents and (ii) Tenant is actually unable to and actually does not use any of the Premises for the conduct of its business. In the event that for a period of ninety (90) consecutive days following the Abatement Notice, a “Landlord Performance Default”), Tenant shall then have the right, in addition condition giving rise to such remedies as may be available under law or in equitynotice has not been cured and Tenant has not conducted its business from the Premises during such ninety ( 90) day period, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right to deliver an additional notice (a "TERMINATION NOTICE") to Landlord and is hereby irrevocably authorized the Noticed Lender specifying that such item has not been cured within such period and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cancondition is not be then cured in within thirty (30) business days after the Termination Notice, Tenant may terminate this Lease by giving notice thereof to Landlord and Landlord shall the Noticed Lender prior to the date upon which such condition is cured. The foregoing rights and remedies are in good faith within said thirty (30) days commence addition to correct such failure, all other rights and diligently proceed therewith remedies available to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurredTenant at law or in equity. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the PremisesExcept as provided in this Article 49, Tenant shall not have the right to terminate this Lease as a result of Land▇▇▇▇'▇ ▇efault hereunder. Land▇▇▇▇'▇ ▇iability hereunder in the event of a default shall be permitted limited as set forth in Article 43 hereof. Notwithstanding anything to take immediate curative action the contrary contained herein, if the blockage occurring in the Common Areas is the result of a fire or other casualty or a taking in eminent domain, then this Article 49 shall be inapplicable and Landlord Articles 21 and 22 hereof shall reimburse Tenant govern the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord rights of the condition and Tenant’s curative action as promptly as reasonably possibleparties.

Default by Landlord. If (a) It shall be a default and breach of this Lease by Landlord if Landlord shall from time to time fail to pay perform or observe any sum term, condition, covenant or sums due obligation required to Tenant and if such failure continues be performed or observed by it under this Lease for a period of thirty (30) calendar days or more after receipt of notice thereof from Tenant Tenant, which notice shall prominently display (in bold face type) the words "First Landlord Default Notice" on the cover page and first page thereof (if such pages differ); provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is of such defaultnature that the same cannot reasonably be performed within such thirty (30) day period, then such failure, subject to the immediately succeeding sentence, default shall be a “deemed to have been cured if Landlord Payment Default”. commences such performance within said thirty (30) day period and thereafter diligently completes the same. (b) Upon the occurrence and continuation of a Landlord Payment Defaultany event of default set forth in Section 15.04(a), Tenant shall have the right to cure such default, in which event Landlord shall reimburse Tenant for any costs and is hereby irrevocably authorized and directed expenses which Tenant may incur to deduct cure such sum or sums from Fixed Rent and other sums due default; provided, however, Tenant shall not cure any such default unless such default remains uncured 10 days after Tenant delivers a second notice to Landlord, together with interest thereon at which notice shall prominently display (in bold face type and all capital letters) the so-called prime rate charged words "SECOND LANDLORD DEFAULT NOTICE - TENANT RESERVES RIGHT TO CURE" on the cover page and first page thereof (if such pages differ). Tenant may ▇▇▇ for injunctive relief or to recover damages (subject to Section 14.05) for any loss resulting from time the breach of this Lease by Landlord. In addition to time by JLandlord's notice addresses set forth in Section 1.02(h), Tenant shall deliver a copy of any First Landlord Default Notice and Second Landlord Default Notice to: Limited Logistics Services ▇▇▇ ▇▇▇▇▇▇▇ Chase Bank (or its successors and assigns)▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible.▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

Default by Landlord. (a) All covenants of Tenant in this Lease are independent covenants, not conditioned upon Landlord's satisfaction of its obligations hereunder, except to the extent otherwise specifically provided herein. Tenant waives any statutory lien it may have against the rent due under this Lease or against Landlord's property in Tenant's possession. (b) If Landlord defaults in the performance of any of its obligations under this Lease, it will have 30 days to cure after Tenant notifies Landlord of the default; or if the default is of a nature to require more than 30 days to remedy, Landlord will have the time reasonably necessary to cure it. (c) Whenever a period of time is prescribed in this Lease for action to be taken by Landlord, Landlord will not be liable (EVEN IF NEGLIGENT) or responsible for, and there shall be excluded from time to time fail to pay the computation for any sum or sums such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, Applicable Laws or any other causes of any kind whatsoever which are beyond the control of Landlord. (d) Tenant agrees to serve a notice of claimed default or breach by Landlord upon the lender holding a first mortgage or deed of trust against the Premises if Tenant has been made aware of the name and if such failure continues for thirty (30) days after receipt of notice from Tenant address of such default, then such failure, subject lender. Notwithstanding anything to the immediately succeeding sentencecontrary contained herein, shall be a “Landlord Payment Default”. Upon the occurrence and continuation Tenant will not exercise any right to terminate this Lease because of a default by Landlord Payment Default, before allowing such lender the same period following such notice to cure the default or breach as is allowed Landlord. But this subparagraph (d) will not be interpreted as creating or broadening any right of Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due terminate this Lease because of a default by Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank . (or its successors and assigns), plus two percent (2%e) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject is limited to the immediately succeeding sentence, a “interest of Landlord Performance Default”), Tenant shall then have in the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, Building and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to TenantLand, and Tenant shall have agrees to look solely to Landlord's interest in the right Building and is hereby irrevocably authorized and directed to deduct such amount the Land for recovery of any judgment from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and it being intended that Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises personally liable for any judgment or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibledeficiency.

Default by Landlord. (a) All covenants of Tenant in this Lease are independent covenants, not conditioned upon Landlord's satisfaction of its obligations hereunder, except to the extent otherwise specifically provided herein. (b) If Landlord shall from time to time fail to pay defaults in the performance of any sum or sums due to Tenant and if such failure continues for of its obligations under this Lease, it will have thirty (30) days to cure after receipt Tenant notifies Landlord of notice from Tenant of such the default, then such failure, subject to ; or if the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation default is of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed nature to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for require more than thirty (30) days after receipt of notice from Tenant of such failure (such failureto remedy, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then will have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems time reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts necessary to cure it, cannot be cured in provided Landlord commences the cure within such thirty (30) days day period and thereafter diligently pursues the cure to completion. (c) Tenant agrees to serve a notice of claimed default or breach by Landlord shall upon the lender (if any) holding a first mortgage or deed of trust against the Premises (herein called "Landlord's Mortgagee") if Tenant has been made aware in good faith within said thirty writing of the name and address of such lender. Notwithstanding anything to the contrary contained herein, Tenant will not exercise any remedy hereunder because of a default by Landlord before allowing Landlord's Mortgagee an additional fifteen (3015) days commence beyond the same period following such notice to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall cure the default or breach as is allowed Landlord. But this subparagraph (c) will not be deemed to have occurred. If interpreted as creating or broadening any right of Tenant because of a condition that would constitute default by Landlord. (d) In the event of a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premisesdefault by Landlord, Tenant shall not have the right to terminate this Lease, but shall be permitted entitled to take immediate curative an action for damages. The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease is limited to the interest of Landlord in the Premises (including current and future rents payable hereunder, insurance proceeds and condemnation proceeds), it being intended that Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (not be personally liable for any judgment or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibledeficiency.

Default by Landlord. If Landlord shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty (30) days after receipt of notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts of its obligations as required of Landlord by this Lease and or if such failure continues for thirty (30) days after receipt of notice from Landlord fails to pay to Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing any amounts owed by Landlord to Tenant, and if Landlord shall fail to cure such failure within the Applicable Grace Period (or such other applicable grace period expressly provided herein), then Tenant shall have the right its rights and is hereby irrevocably authorized remedies at law or in equity and directed to deduct Tenant may also elect to: (i) take such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts steps as may be necessary to cure itLandlord's default, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, which event Tenant shall be permitted entitled to take immediate curative action recover from Landlord all amounts expended by Tenant for said purposes, together ▇▇▇▇ ▇ttorney's fees and Landlord shall reimburse interest thereon from the date expended by Tenant until the costs thereof, plus interest date paid at the Default Interest Rate (or specified in Section 16.13 hereof, and if Landlord fails to reimburse pay to Tenant such amounts within one (1) month after written demand therefor, then Tenant shall be entitled to deduct such amounts from any amounts owed by Tenant to Landlord, (ii) deduct any amounts due by Landlord to Tenant, together with attorney's fees and interest thereon from the date due until the date paid at the Interest Rate specified in Section 16.13 hereof, from any amounts owed by Tenant shall have a right of setoff for same)to Landlord, and/or (iii) terminate this Lease; provided, however, that Tenant shall notify not exercise its right to terminate this Lease until (a) Tenant has given written notice of Landlord's default to any mortgagee ▇▇ ▇▇▇▇lord of whom Tenant has been notified in writing ▇▇ ▇▇e last address of such mortgagee furnished to Tenant in writing, and (b) such mortgagee has had a reasonable period of time following such notice (but in no event in excess of two (2) months) to remedy such default. Nothing in this Section 10.2 shall be deemed to limit any additional remedies for a Landlord of the condition and Tenant’s curative action as promptly as reasonably possibledefault set forth elsewhere in this Lease, nor shall any such additional remedies be deemed to limit any remedies for a Landlord default set forth in this Section 10.2. In no event, however, shall Landlord be liable to Tenant for any indirect or consequential damages.

Default by Landlord. If So long as the Security Deed remains outstanding and unsatisfied, Tenant will mail or deliver to Lender, at the address and in the manner herein provided, a copy of all notices permitted or required to be given to Landlord shall from time to time fail to pay any sum or sums due to by Tenant under and if such failure continues for thirty (30) days after receipt of notice from Tenant of such default, then such failure, subject pursuant to the immediately succeeding sentenceterms and provisions of the Lease. In addition thereto, shall be a “Landlord Payment Default”. Upon so long as the occurrence Security Deed remains outstanding and continuation of a Landlord Payment Defaultunsatisfied, Tenant shall have the right and is hereby irrevocably authorized and directed will mail or deliver to deduct such sum or sums from Fixed Rent and other sums due LandlordLender, together with interest thereon at the so-called prime rate charged from time address and in the manner hereinabove provided, written notice of any default or claimed default of Landlord under the Lease (whether or not Tenant is obligated under the Lease to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”give written notice thereof to Landlord). If Landlord shall from time to time fail to perform cure any default within the time prescribed by the Lease, Tenant shall give further notice of such fact to Lender. At any time before the rights of Landlord shall have been forfeited or adversely affected because of any default of Landlord, or within the time permitted Landlord for curing any default under the Lease as therein provided (but not less than sixty (60) days from the receipt of notice), Lender may, but shall have no obligation to, pay any taxes and assessments, make any repairs and improvements, make any deposits or do any other act or acts thing required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt the terms of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessaryLease, and all payments so made and all things so done and performed by Lender shall be as effective to prevent the full amount rights of Landlord from being forfeited or adversely affected because of any default under the cost Lease as the same would have been if done and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed performed by Landlord. Notwithstanding Tenant agrees that notwithstanding any provisions of the foregoingLease, if no notice of cancellation or abatement shall be effective unless Lender has received notice as herein provided, and Lender has failed within sixty (60) days of its receipt of such failure, despite commercially reasonable efforts notice to cure itthe default, or if the default cannot be cured in thirty within sixty (3060) days and Landlord shall in good faith within said thirty (30) days days, has failed to commence to correct such failure, and diligently proceed therewith to completion prosecute the curing of such correctionthe default (which may include, then a Landlord Performance Default shall but not be deemed limited to, commencement of foreclosure proceedings, if necessary to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm effect such cure) which gave rise to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a such right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblecancellation or abatement.

Default by Landlord. If Landlord shall from time not be in default hereunder unless Landlord fails to time fail to pay any sum or sums due to Tenant and if such failure continues for perform the obligations required of Landlord within a reasonable time, but in no event later than thirty (30) days after receipt notice by Tenant to Landlord and to the holder of notice from any first mortgage or deed of trust covering the Premises whose name and address have been furnished in writing to Tenant ("NOTICED LENDER"), specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is such defaultthat more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such failurethirty (30) day period and thereafter diligently prosecutes the same to completion (the "CURE PERIOD"). In addition, subject the Noticed Lender shall be entitled to such additional period of time to cure any such default as is set forth in Section 33 hereof. Notwithstanding anything in this Lease to the immediately succeeding sentencecontrary, shall be if access to the Premises is unavailable as a “result of any blockage occurring in the Common Areas that is caused by Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Defaultor its agents, Tenant shall have the right to give Landlord and is hereby irrevocably authorized and directed to deduct any Noticed Lender notice of such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank events (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”an "ABATEMENT NOTICE"). If Landlord shall from the blockage in the Common Areas which denies access to the Premises has not been repaired within the Cure Period or such additional period of time for the Noticed Lender to time fail cure any such default as is set forth in Section 33 hereof (not to perform any act or acts required of Landlord by this Lease and if such failure continues for exceed thirty (30) days after receipt the Cure Period), Tenant's obligations to pay Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses) shall be abated for the period after the Abatement Notice until the cure of the condition giving rise to such notice from Tenant for the entire amount of Monthly Base Rent and Common Area Expenses (or if applicable, Operating Expenses), provided (i) the condition giving rise to such failure (such failure, subject abatement right is a denial of access to the immediately succeeding sentencePremises due to a blockage of the Common Areas that is caused by Landlord or its agents and (ii) Tenant is actually unable to and actually does not use any of the Premises for the conduct of its business. In the event that for a period of ninety (90) consecutive days following the Abatement Notice, a “Landlord Performance Default”), Tenant shall then have the right, in addition condition giving rise to such remedies as may be available under law or in equitynotice has not been cured and Tenant has not conducted its business from the Premises during such ninety (90) day period, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right to deliver an additional notice (a "TERMINATION NOTICE") to Landlord and is hereby irrevocably authorized the Noticed Lender specifying that such item has not been cured within such period and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cancondition is not be then cured in within thirty (30) business days after the Termination Notice, Tenant may terminate this Lease by giving notice thereof to Landlord and Landlord shall the Noticed Lender prior to the date upon which such condition is cured. The foregoing rights and remedies are in good faith within said thirty (30) days commence addition to correct such failure, all other rights and diligently proceed therewith remedies available to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurredTenant at law or in equity. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the PremisesExcept as provided in this Article 49, Tenant shall not have the right to terminate this Lease as a result of Landlord's default hereunder. Landlord's liability hereunder in the event of a default shall be permitted limited as set forth in Article 43 hereof. Notwithstanding anything to take immediate curative action the contrary contained herein, if the blockage occurring in the Common Areas is the result of a fire or other casualty or a taking in eminent domain, then this Article 49 shall be inapplicable and Landlord Articles 21 and 22 hereof shall reimburse Tenant govern the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord rights of the condition and Tenant’s curative action as promptly as reasonably possibleparties.

Default by Landlord. If Landlord shall from time fails to time fail observe or perform any covenant, agreement or obligation to pay any sum or sums due to Tenant be performed by Landlord under this Lease, and if such failure continues shall continue for more than thirty (30) days after receipt of written notice thereof from Tenant of to Landlord (unless such defaultfailure requires work to be performed, acts to be done, or conditions to be removed which, by their nature, cannot reasonably be performed, done or removed, as the case may be, within such period, in which event, if Landlord shall have commenced curing or correcting the same within such period and shall have diligently prosecuted such cure, or correction, such thirty (30) day period shall be extended by such additional time period as may be required for Landlord to cure or correct such failure), except in emergency situations when only reasonable notice and opportunity to cure will be provided, then Tenant shall have its rights and remedies provided at law and in equity, all of which are cumulative and none of which are exclusive. In addition, if any such failuredefault materially and adversely affects the condition of the Demised Premises or Tenant's use and occupancy of the Demised Premises, subject or Tenant's ability to conduct business in the immediately succeeding sentenceDemised Premises, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Defaultthen, among all other remedies provided at law or in equity, Tenant shall have the right but not the obligation to cure or correct said default provided (i) Tenant shall give Landlord fifteen (15) days' prior written notice of its intention to cure or correct the Landlord default except in emergencies when only reasonable notice and opportunity will be provided, (ii) Tenant shall use reasonable efforts not to adversely affect other tenants' occupancy of the Building, (iii) Tenant may not perform any work involving the common areas or the structure or mechanical, HVAC, electrical, fire protection or plumbing systems of the Building (except those components of the systems of the Building that exclusively serve the Demised Premises), and (iv) if Landlord has submitted to Tenant the name of a contractor that is hereby irrevocably authorized acceptable to Landlord to perform such work, and directed provided such contractor is able and willing to deduct perform such sum work on a timely basis and its charges are reasonable, Tenant shall use such contractor to perform such work. If Tenant elects to cure as aforesaid, Tenant may demand payment from Landlord of those reasonable and necessary costs paid by Tenant to effect such cure or sums from Fixed Rent correction. Landlord shall reimburse such reasonable and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ necessary costs within fifteen (15) days after receipt of ▇▇▇▇▇▇ Chase Bank ▇'s written demand (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for sameback-up); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possible.

Default by Landlord. If Landlord LANDLORD shall from time to time (i) fail to pay comply with any sum term, condition or sums covenant of this Lease that is required to be performed or observed by LANDLORD, or (ii) breach any of its representations and warranties set forth in this Lease, or if A&M SYSTEM is unable to use the Premises for more than 30 consecutive calendar days due to Tenant any law or any order, rule, or regulation of any competent governmental authority, and if LANDLORD shall not cure or correct such failure continues for thirty (30) failure, breach or condition within 30 days after receipt of written notice from Tenant A&M SYSTEM to LANDLORD (or, in the case of such defaultan emergency, then within 24 hours after receipt of written or telephonic notice thereof given by A&M SYSTEM to LANDLORD), or, if such failure, subject breach or condition (other than an emergency situation as aforesaid) cannot reasonably be cured within said 30 day period, LANDLORD shall not have commenced to cure such failure or breach within said 30 days and shall not thereafter with reasonable diligence and in good faith proceed to cure such failure or breach, then A&M SYSTEM, in addition to any other remedy provided by law or in equity, may terminate this Lease and all of A&M SYSTEM’s obligations hereunder by giving written notice thereof to LANDLORD or, without being obligated to do so, A&M SYSTEM may cure or correct such default or breach for the immediately succeeding sentenceaccount of LANDLORD, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum in which event all amounts expended or sums from Fixed Rent and other sums due Landlordincurred by A&M SYSTEM (including reasonable attorneys' fees), together with interest thereon at the somaximum rate of interest permitted by applicable law from the date of advancement until repaid, shall be due and payable by LANDLORD to A&M SYSTEM within 10 days after demand. If LANDLORD fails to pay any amount due with the 10-called prime rate charged day period, A&M SYSTEM may deduct such amounts from time the rent due or to time by J▇ ▇▇▇▇▇▇ Chase Bank become due hereunder (or its successors in such order and assignsmanner as A&M SYSTEM may elect), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by and/or terminate this Lease and if such failure continues for thirty (30) days after receipt of by giving written notice from Tenant of such failure (such failure, subject thereof to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the rightLANDLORD, in addition to such remedies which event all rent shall be apportioned as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessaryof the effective termination date, and the full amount of the cost any rent paid for any period beyond such date and expense so incurred shall immediately be owing all other prepaid charges paid by Landlord A&M SYSTEM to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant LANDLORD shall be permitted refunded to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleA&M SYSTEM.

Default by Landlord. (a) All covenants of Tenant in this Lease are independent covenants, not conditioned upon Landlord’s satisfaction of its obligations hereunder, except to the extent otherwise specifically provided herein. Tenant waives any statutory lien it may have against the rent due under this Lease. (b) If Landlord defaults in the performance of any of its obligations under this Lease, it will have 30 days to cure after Tenant notifies Landlord of the default; or if the default is of a nature to require more than 30 days to remedy, Landlord will have the time reasonably necessary to cure it. (c) Whenever a period of time is prescribed in this Lease for action to be taken by Landlord, Landlord will not be liable or responsible for, and there shall be excluded from time to time fail to pay the computation for any sum or sums such period of time, any delays due to strikes, riots, acts of God, shortages of labor or materials, war, Applicable Laws or any other causes of any kind whatsoever which are beyond the control of Landlord. (d) Tenant agrees to serve a notice of claimed default or breach by Landlord upon the lender holding a first mortgage or deed of trust against the Premises if Tenant has been made aware of the name and if such failure continues for thirty (30) days after receipt of notice from Tenant address of such default, then such failure, subject lender. Notwithstanding anything to the immediately succeeding sentencecontrary contained herein, shall be a “Landlord Payment Default”. Upon the occurrence and continuation Tenant will not exercise any right to terminate this Lease because of a default by Landlord Payment Default, before allowing such lender the same period following such notice to cure the default or breach as is allowed Landlord. But this subparagraph (d) will not be interpreted as creating or broadening any right of Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due terminate this Lease because of a default by Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank . (or its successors and assigns), plus two percent (2%e) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject is limited to the immediately succeeding sentence, a “interest of Landlord Performance Default”), Tenant shall then have in the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, Building and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to TenantLand, and Tenant shall have agrees to look solely to Landlord’s interest in the right Building and is hereby irrevocably authorized and directed to deduct such amount the Land for recovery of any judgment from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and it being intended that Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises personally liable for any judgment or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibledeficiency.

Default by Landlord. Tenant’s remedies with regard to Landlord’s default in the performance of its maintenance and repair obligations are set forth in Section 7.2. If Landlord shall should be in default in the performance of any of its other obligations under this Lease, which default continues for a period of more than twenty (20) days after receipt of written notice from time to time fail to pay any sum Tenant specifying such default, or sums due to Tenant and if such failure default is of a nature to require more than twenty (20) days for remedy and continues beyond the time reasonably necessary to cure (and Landlord has not undertaken procedures to cure the default within such twenty (20) day period and diligently pursued such efforts to complete such cure), Tenant may, in addition to any other remedy available at law or in equity, including incurring reasonable expenses necessary to perform the obligation of Landlord specified in such notice and in the event Landlord does not reimburse Tenant for such reasonable expenses within thirty (30) days after receipt of prior written notice from Tenant plus an administrative charge equal to five percent (5%) of such defaultthe amount thereof, then such failure, subject to the immediately succeeding sentence, Tenant shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed entitled to deduct such sum expense from the Base Rent or sums from Fixed Rent and other sums due charges next becoming due. Furthermore, in the event that Landlord’s breach has a material adverse effect upon Tenant’s use, quiet enjoyment or access to the Premises, then following a second ten (10) day written notice to Landlord, together with interest thereon at in the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (event that the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to does not undertake the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty ten (3010) days commence day period and thereafter proceed diligently to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premisescomplete same, Tenant shall be permitted entitled to take immediate curative action terminate this Lease. Notwithstanding the above, in the event that Landlord disputes that it is in default hereunder by providing written notice thereof to Tenant within the twenty (20) days following Tenant’s initial notice, then the dispute will be resolved pursuant to the expedited arbitration provisions of Exhibit H and in the event that the arbitrator determines that Landlord was in default, Landlord shall reimburse Tenant be provided with a reasonable opportunity to cure (not to exceed thirty [30] days) and in the costs thereof, plus interest at event that Landlord effectuates the Default Rate (or if Landlord fails to reimburse Tenantcure, Tenant shall not have a the right of setoff for same); provided, Tenant shall notify Landlord of to terminate the condition and Tenant’s curative action as promptly as reasonably possibleLease.

Default by Landlord. If Landlord shall from time not be in default unless Landlord fails to time fail to pay any sum or sums due to Tenant and if such failure continues for perform obligations required of Landlord within a reasonable time, but in no event less than thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord’s obligation is such that Landlord shall not be in default if Landlord commences performance within a thirty (30) day period and thereafter diligently prosecutes the same to completion. Addendum A Landlord’s Credit for Tenant’s Work Addendum B Building Standard Work Addendum C Building Non-Standard Work Addendum D Option to Extend Addendum E Environmental Compliance Report Addendum F Rules and Regulations Addendum G Notary Page Addendum H Floor Plan WITNESS the following signatures and seals: Accepted and agreed to this ______ day of _______ , 2019 By: _______________________ By: _______________________ Name & Title By: _______________________ Name & Title Tenant may make alterations, additions and improvements to the Premises consistent with the provisions of the Lease, specifically including, without limitation, Section 8 of the Lease. All such alterations, additions and improvements shall be at the Tenant’s sole cost and expense. Except that the Landlord shall pay to Tenant an improvement allowance of an amount not to exceed $14,000.00 to reimburse Tenant for the reasonable and necessary costs and expenses actually incurred by Tenant for the following: 1. Install common hallway in Suite 105 to give Landlord unrestricted access 24 hour per day to one bathroom (see attached floor plan). (“Tenant's Up-fit Work”). Tenant’s Up-fit Work must be completed on or before January 31, 2020 and any work completed on or after February 1, 2020 shall be at Tenant’s sole cost and expense and shall not be subject to any reimbursement by the Landlord. The cost of Tenant’s Up-fit Work shall be documented in a cost certification affidavit signed by Tenant and must include copies of all invoices and receipts for Tenant’s Up-fit Work (collectively the “Cost Certification”). The Cost Certification must be delivered to Landlord on or before January 31, 2020 and the Landlord shall reimburse Tenant within fifteen (15) days of Landlord’s receipt of notice a proper cost certification; provided that payment shall not be made until the earlier of (a) the date that Tenant has procured unconditional lien waivers and indemnity forms from Tenant of all contractors and materialmen performed work in the Premises, or (b) the date the "mechanic's lien period" for such defaultconstruction and materials acquisition shall have expired. Tenant, then such failure, subject to the immediately succeeding sentenceat its sole cost and expense, shall be responsible for the installation of its own phone system and security system and shall not be considered Tenant’s Work subject to reimbursement hereunder. Landlord shall complete the following work: Premises work: Notwithstanding anything else to the contrary, Landlord Reserves the right to reasonably alter the plans as may be necessary to install and accommodate the installation of the heating and air conditioning system, electrical work and/or the plumbing work that has to be done either to the premises or the project. Tenant, at its sole cost and expense, shall be responsible for the installation of its own phone system. Tenant shall be responsible for all other work. Weekdays- 4:00pm-9:30pm: $85.00 9:30pm-9:00am: $110.00 Weekends- Anytime $125.00 Holidays- Anytime $150.00 1st OPTION TO EXTEND Landlord hereby grants to Tenant the option to extend the term of this Lease for a “Landlord Payment Default”2 (two) year period commencing when the original term expires and terminating December 31, 2024, upon each and all of the following terms and conditions: 1. Upon Tenant shall not be in default at the occurrence and continuation time Tenant delivers notice of his election to extend the term or for a Landlord Payment Default, period of more than thirty (30) days at any time during the original term. 2. Tenant shall have given Landlord written notice of its election to extend the right and is hereby irrevocably authorized and directed term not less than One Hundred Eighty (180) days prior to deduct such sum or sums from Fixed Rent and other sums due LandlordDecember 31, together with interest thereon at 2022, time being of the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”)essence. If Landlord the notification is not so given, this option shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for automatically expire. 3. The parties shall have thirty (30) days after receipt the Landlord receives the option notice in which to agree on minimum monthly rent during the extended term. If the parties agree on the minimum monthly rent for the extended term during that period, they shall immediately execute an amendment to this Lease stating the minimum monthly rent. If the parties are unable to agree on the minimum monthly rent for the extended term within that period, the option notice shall be of notice from Tenant of such failure (such failure, subject to no effect and this Lease shall expire at the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount end of the cost and expense so incurred shall immediately be owing by Landlord term. Neither party to Tenant, and Tenant this Lease shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurreda court or other third party set the minimum monthly rent. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have no other right to extend the term beyond the extended term. 1st Option to Renew $8,938.00 per month due on the first day of each month for the period January 1, 2023 through December 31, 2023. $9,117.00 per month due on the first day of each month for the period January 1, 2024 through December 31, 2024. 2nd OPTION TO EXTEND Landlord hereby grants to Tenant the option to extend the term of this Lease for a right of setoff for same); provided2 (two) year period commencing when the 1st option term expires and terminating December 31, Tenant shall notify Landlord 2026, upon each and all of the condition following terms and Tenant’s curative action as promptly as reasonably possible.conditions:

Default by Landlord. If Landlord shall from time not be in default unless Landlord fails to time fail perform obligations required of Landlord within a reasonable time, but in no event later than (30) days after receipt of written notice by Tenant to pay Landlord and to the holder of any sum first mortgage or sums due deed of trust covering the Premises whose name and address shall have heretofore been furnished to Tenant in writing, specifying wherein Landlord has failed to perform such obligations; provided, however, that if the nature of Landlord’s obligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Landlord shall, however, make a reasonable effort to take immediate action on an emergency situation that impairs (i) the safety of the Building and/or (ii) the occupancy of the Building. Multi Tenant/Single Parcel Page 32 of 55 Initial: /S/ JA; RP; VP In the event during the Term of the Lease, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Separate Property Trust or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Survivor’s Trust and/or their affiliates and/or members of their respective families do not have an interest in the Premises lease herein, then if Landlord fails to perform any of its material obligations under this Lease, and provided the work to be performed by Landlord was not caused by Tenant and/or Landlord’s delay was not caused and/or contributed to by Tenant, and such failure materially affects Tenant’s ability to reasonably use and occupy the Premises for the purposes permitted herein, Tenant shall have the right, but not the obligation, to perform such obligations of Landlord if such failure continues for more than thirty (30) days after written notice from Tenant; provided, however, that if the nature of the Landlord’s obligations is such that more than thirty (30) days are required to complete the same, Landlord shall have such additional time as is reasonably necessary to complete such obligations so long as Landlord takes appropriate action to commence the performance of the same within such thirty (30) day period and thereafter diligently pursues such obligations to completion. In such event, Landlord shall reimburse Tenant for the reasonable out of pocket costs incurred and paid by Tenant to third parties to complete such Landlord’s obligations within thirty (30) days after receipt of notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”)Tenant’s written demand therefor. If Landlord objects to the work performed or the expenses incurred by Tenant in performing such work, Landlord shall from time deliver a written notice of Landlord’s objection to time fail to perform any act Tenant evidencing the expenses incurred by Tenant. Landlord’s notice shall set forth in reasonable detail Landlord’s reasons for its claim that such work was not required or acts required was not Landlord’s obligation under the terms of Landlord by this Lease and if such failure continues and/or the reasons for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at TenantLandlord’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount dispute of the cost and expense so expenses incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct in performing such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblework.

Default by Landlord. If Landlord shall from not be in default unless Landlord fails to perform a material obligation hereunder within the time periods set forth herein, or if no time period is indicated, then within a reasonable time, after written notice of default by Tenant to time fail Landlord. If the Premises are totally destroyed by storm, fire, lightning, earthquake or other casualty, this Lease shall terminate as of the date of such destruction, and all rent shall be accounted for as between Landlord and Tenant through such date. If the Premises are damaged but not wholly destroyed by any of such casualties, so long as Tenant has functional space in order to pay run its business in a normal fashion and in accordance with applicable law, this Lease shall not terminate and, rent shall ▇▇▇▇▇ in such proportion as use of the Premises has been destroyed, and Landlord shall restore the Premises to substantially the same condition as before damage as speedily as practicable, whereupon full rent shall recommence; provided, however, that in the event of such partial destruction, Landlord or Tenant shall have the option (in lieu of any sum restoration obligation) to terminate this Lease, by notice to the other given within thirty (30) calendar days following such damage, if either (i) the cost of such restoration (whether or sums due to Tenant and not compensated for by insurance) shall exceed the annual fixed rent then payable under Paragraph 4; or (ii) such damage reduced the gross rentable floor area of the Premises by fifty (50%) percent or more or, if such failure continues damage occurs during the last half of the term of this Lease, twenty-five (25%) percent or more or (iii) the cost of such restoration exceeds the amount of casualty insurance on the Premises maintained by Landlord; (iv) or the required restoration cannot be completed within 180 days of the damage, Tenant shall place personal property and install fixtures in the Premises at Tenant’s sole risk and expense. No insurance carried by Landlord will provide coverage of any kind for such personal property and fixtures. If the Center shall be damaged by storm, fire, lightning, earthquake or other casualty, and such damage reduces by more than twenty-five (25%) percent the gross rentable floor area of the Center, Landlord shall have the option to terminate this Lease regardless of whether or not such casualty damages the Premises and whether or not the restoration of such damage would be compensated by insurance. Landlord shall notify Tenant in writing within thirty (30) days after receipt the occurrence of notice from Tenant any such casualty if Landlord intends to so terminate this Lease; any such termination shall be effective as of the date of such defaultcasualty. Provided, however, Tenant’s obligation to pay rent hereunder shall continue so long as Tenant is in possession of the Premises and the Premises is usable for the purposes for which it was leased in accordance with applicable law. In the event such damage, destruction, or appropriation by eminent domain does not give rise to insurance or award for the Tenant, then such failure, the Landlord’s rights herein to cancel would be subject to repayment by the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts to cure it, cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurred. If a condition that would constitute a Landlord Performance Default constitutes an imminent threat of harm to Tenant, the Premises or persons upon the Premises, Tenant shall be permitted to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possibleunamortized leasehold improvements.

Default by Landlord. An event of default by Landlord shall exist if Landlord fails to perform any of its obligations and non-performance continues for 30 days after notice by Tenant or, if such performance cannot be reasonably had within such 30 day period, Landlord does not in good faith commence performance within such 30 day period and diligently proceed to completion. Such notice shall be ineffective unless a copy is simultaneously also delivered in the manner required in this Lease to any holder of a mortgage and/or deed of trust affecting all or any portion of the Building Complex (collectively, "Mortgagee"), provided that prior to such notice Tenant has been notified (by way of notice of Assignment of Rents and Leases, or otherwise), of the address of a Mortgagee. If Landlord fails to cure such default within the time provided, then Mortgagee shall from time to time fail to pay any sum or sums due to Tenant and if such failure continues for thirty (30) have an additional 30 days after receipt of following a second notice from Tenant of such default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease and if such failure continues for thirty (30) days after receipt of notice from Tenant of such failure (such failure, subject to the immediately succeeding sentence, a “Landlord Performance Default”), Tenant shall then have the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoingor, if such failure, despite commercially reasonable efforts to cure it, default cannot be cured in thirty (30) days and Landlord shall in good faith within said thirty (30) days commence to correct that time, such failureadditional time as may be necessary provided within such 30 days, Mortgagee commences and diligently proceed therewith pursues a cure (including commencement of foreclosure proceedings if necessary to completion effect such cure). Tenant's sole remedy will be equitable relief or actual damages but in no event is Landlord or any Mortgagee responsible for consequential damages or lost profit incurred by Tenant as a result of such correction, then a Landlord Performance Default shall not be deemed to have occurredany default by Landlord. If a condition Mortgagee, or transferee under such Mortgage (hereafter defined), succeeds to Landlord's interest as a result of foreclosure or otherwise, such party shall not be: (i) liable for any default, nor subject to any setoff or defenses that would constitute a Landlord Performance Default constitutes Tenant may have against Landlord; (ii) bound by any amendment (including an imminent threat agreement for early termination) without its consent made at any time after notice to Tenant that such Mortgage requires such consent; and (iii) bound by payment of harm Rent in advance for more than 30 days. Tenant agrees to Tenant, pay Rent (and will receive credit under this Lease) as directed in any Mortgagee's notice of Landlord's default under the Premises or persons upon the Premises, Tenant shall be permitted Mortgage reciting that Mortgagee is entitled to take immediate curative action and Landlord shall reimburse Tenant the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord of the condition and Tenant’s curative action as promptly as reasonably possiblecollect Rent.

Default by Landlord. (a) If Landlord shall from time fail or neglect to time fail perform or observe any of the terms, covenants or conditions of this Lease on its part to pay any sum be performed or sums due to Tenant and if such failure continues for observed within thirty (30) days after receipt of written notice from Tenant of such default or, when more than thirty (30) days are reasonably required because of the nature of the default, then such failure, subject to the immediately succeeding sentence, shall be a “Landlord Payment Default”. Upon the occurrence and continuation of a Landlord Payment Default, Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such sum or sums from Fixed Rent and other sums due Landlord, together with interest thereon at the so-called prime rate charged from time to time by J▇ ▇▇▇▇▇▇ Chase Bank (or its successors and assigns), plus two percent (2%) until fully reimbursed (the “Default Rate”). If if Landlord shall from time to time fail to perform any act or acts required of Landlord by this Lease commence and if proceed diligently and continuously to cure such failure continues for default within thirty (30) days after receipt of written notice from Tenant, then Landlord shall be liable for any and all damages sustained by Tenant as a result of such failure Landlord’s breach. (such failure, subject to b) Provided that Tenant has been notified in writing of the immediately succeeding sentence, a “Landlord Performance Default”)most current mailing address of Landlord’s Mortgagee, Tenant shall then have notify said Mortgagee of Landlord’s default and shall afford said Mortgagee the right, in addition to such remedies as may be available under law or in equity, at Tenant’s option, to perform such act or acts, in such manner as Tenant deems reasonably necessary, and the full amount of the cost and expense so incurred shall immediately be owing by Landlord to Tenant, and Tenant shall have the right and is hereby irrevocably authorized and directed to deduct such amount from Fixed Rent and other sums due Landlord, together with interest thereon at the Default Rate until fully reimbursed by Landlord. Notwithstanding the foregoing, if such failure, despite commercially reasonable efforts opportunity to cure it, cannot be cured in Landlord’s default for a period of thirty (30) days and following the later of: the Mortgagee’s receipt of such notice; or expiration of Landlord’s cure period. (c) Landlord shall in good faith reimburse Tenant for its out-of-pocket costs directly incurred by Tenant as a result of curing Landlord’s breach, within said thirty (30) days of receipt of an itemized ▇▇▇▇ therefore, provided Tenant fully complies with each of the following: (i) Landlord receives thirty (30) days (the “Notice Period”) prior written notice from Tenant of its intent to commence such repairs, including a detailed description of the work to correct be performed together with a copy of at least two (2) fixed bids from reputable contractors skilled in the subject area. (ii) Within the Notice Period, Landlord does not send Tenant written notice disputing any aspect of the contemplated work, including Landlord’s liability thereof, the manner of the contemplated work, the cost of the work or the selection of the contractor. (iii) Tenant submits copies of all paid invoices together with lien waivers signed by each vendor/contractor indicating that they have been paid in full for all services rendered and materials supplied. (iv) Tenant secures all necessary governmental approvals prior to commencement of any work. (d) In the event Landlord sends Tenant written notice disputing any aspect of the contemplated work within the Notice Period, the parties shall immediately meet to attempt to resolve such failure, and diligently proceed therewith to completion of such correction, then a Landlord Performance Default shall not be deemed to have occurreddispute. If the dispute relates to a condition that would constitute a Landlord Performance Default constitutes an imminent threat matter other than Landlord’s legal liability therefor and the dispute is not resolved within thirty (30) days following expiration of harm to Tenantthe Notice Period, the Premises or persons parties shall choose an expert to resolve the matter. If the parties cannot agree upon an expert within fifteen (15) days, the Premises, Tenant parties shall be permitted to take immediate curative action and Landlord then each choose an expert who shall reimburse Tenant in turn choose a third expert who will alone determine the costs thereof, plus interest at the Default Rate (or if Landlord fails to reimburse Tenant, Tenant shall have a right of setoff for same); provided, Tenant shall notify Landlord appropriate resolution of the condition dispute. For purposes of this provision, an “expert” shall refer to a reputable individual who is licensed to perform services in the specific area of the contemplated work and Tenant’s curative action as promptly as reasonably possiblewho has a significant amount of experience in actually performing such services.